TOKYO, Japan, November 12, 2021 ― Renesas Electronics Corporation (“Renesas”, TSE:6723), a premier supplier of advanced semiconductor solutions, resolved at its Board of Directors meeting held today to issue new shares (the “Issuance of New Shares”) under the restricted stock units (“RSUs”) granted by the stock compensation plan, whereby shares of common stock will be delivered after vesting.
1. Summary of Issuance
|(1) Payment Date||December 1, 2021|
|(2) Class and Number of Shares to be Issued||1,829,326 shares of Renesas’ common stock|
|(3) Issue Price||1,448 yen per share|
|(4) Total Issue Price||2,648,864,048 yen|
|(5) Proposed Allottee||1,829,326 shares will be allotted to 1,759 employees (including 2 retired employees) of Renesas’ subsidiaries|
|(6) Others||For the purpose of the Issuance of New Shares, Renesas will file a securities notification with respect to the offering of shares in Japan (44,800 shares) and an extraordinary report with respect to the overseas offering of shares (1,784,526 shares), in accordance with the Financial Instruments and Exchange Act.|
2. Purpose and Reason of Issuance
In April 2021, Renesas revised its employee incentive plans and introduced the restricted stock unit compensation plan (the “Plan”), whereby shares are delivered to the employees of Renesas and its subsidiaries after vesting. In addition, in connection with the acquisition of all of the shares in Dialog Semiconductor Plc (currently called Dialog Semiconductor Limited, “Dialog”) (the “Acquisition”), Renesas granted RSUs under the Plan (“Dialog RSUs”) to officers and employees of Dialog and its subsidiaries in lieu of certain Dialog stock compensation (the “Dialog Stock Compensation”) that had been granted to such officers and employees prior to the consummation of the Acquisition.
The Issuance of New Shares will be implemented pursuant to the resolution of the Board of Directors of Renesas adopted today upon the vesting of certain Dialog RSUs.
(Details of the Plan)
(1) Eligible Grantees
Directors, executive officers and employees of Renesas and its subsidiaries (the “Eligible Grantees”).
(2) Overview of RSU
The RSUs granted under the Plan are stock compensation in which Renesas grants the number of units predetermined by Renesas to the Eligible Grantees in advance, and then delivers shares of its common stock to the Eligible Grantees in accordance with the number of units that vest based on the service continuation period. Dialog RSUs are the units granted to officers and employees of Dialog and its subsidiaries in connection with the Acquisition. The number of such Dialog RSUs were determined based on the number of Dialog shares subject to Dialog Stock Compensation, which had been distinguished upon the Acquisition. Renesas is to vest such Dialog RSUs on the vesting dates determined pursuant to the vesting dates for Dialog Stock Compensation, subject to continuation of service.
(3) Method and Timing of Delivery of Shares of Renesas
On each vesting date, Renesas, pursuant to a resolution of its Board of Directors and subject to continuation of service, will allot to the Eligible Grantees the shares of its common stock corresponding to the number of vested units (one share per unit) in exchange for the contribution in kind by such Eligible Grantees of all of the monetary compensation receivables provided to such Eligible Grantees.
The payment amount per share delivered under the RSUs is the closing price of the shares of Renesas’ common stock on the Tokyo Stock Exchange on the business day immediately prior to the date of resolution of the Board of Directors for the delivery of Renesas’ common stock (or, if no transaction is effected on the same day, the closing price on the most recent trading day prior thereto).
(4) Handling at the time of retirement
The vesting of the units shall be made, in principle, subject to the condition that the Eligible Grantees are directors, executive officers, or employees, etc., of Renesas or its subsidiaries at the time of the vesting. However, even if the Eligible Grantees lose their position prior to the vesting of the units, in the event of losses of positions due to causes predetermined by the Board of Directors of Renesas, the number of the shares of Renesas’ common stock to be delivered and the timing of the delivery may be adjusted by the method provided by its Board of Directors.
3. Basis for and Details of Calculation of the Payment Amount
The Issuance of New Shares will be made in exchange for the contribution of the monetary receivables provided to each proposed allottee. In order to exclude arbitrariness, Renesas determined that the payment amount be 1,448 yen, being the closing price of the shares of Renesas’ common stock on the Tokyo Stock Exchange on November 11, 2021 (the business day immediately prior to the date of resolution of the Board of Directors of Renesas). The payment amount per share is the market share price immediately preceding the Board of Directors’ resolution date, and Renesas considers it is a reasonable price appropriately reflecting its corporate value without being particularly advantageous for any of the proposed grantees.
About Renesas Electronics Corporation
Renesas Electronics Corporation (TSE: 6723) delivers trusted embedded design innovation with complete semiconductor solutions that enable billions of connected, intelligent devices to enhance the way people work and live. A global leader in microcontrollers, analog, power, and SoC products, Renesas provides comprehensive solutions for a broad range of automotive, industrial, infrastructure, and IoT applications that help shape a limitless future. Learn more at renesas.com. Follow us on LinkedIn, Facebook, Twitter, YouTube, and Instagram.
The statements in this press release with respect to the plans, strategies and financial outlook of Renesas and its consolidated subsidiaries (collectively “we”) are forward-looking statements involving risks and uncertainties. Such forward-looking statements do not represent any guarantee by management of future performance. In many cases, but not all, we use such words as “aim,” “anticipate,” “believe,” “continue,” “endeavor,” “estimate,” “expect,” “initiative,” “intend,” “may,” “plan,” “potential,” “probability,” “project,” “risk,” “seek,” “should,” “strive,” “target,” “will” and similar expressions to identify forward-looking statements. You can also identify forward-looking statements by discussions of strategy, plans or intentions. These statements discuss future expectations, identify strategies, contain projections of our results of operations or financial condition, or state other forward-looking information based on our current expectations, assumptions, estimates and projections about our business and industry, our future business strategies and the environment in which we will operate in the future. Known and unknown risks, uncertainties and other factors could cause our actual results, performance or achievements to differ materially from those contained or implied in any forward-looking statement, including, but not limited to, general economic conditions in our markets, which are primarily Japan, North America, Asia, and Europe; demand for, and competitive pricing pressure on, products and services in the marketplace; ability to continue to win acceptance of products and services in these highly competitive markets; and fluctuations in currency exchange rates, particularly between the yen and the U.S. dollar. Among other factors, downturn of the world economy; deteriorating financial conditions in world markets, or deterioration in domestic and overseas stock markets, may cause actual results to differ from the projected results forecast.
This press release is based on the economic, regulatory, market and other conditions as in effect on the date hereof. It should be understood that subsequent developments may affect the information contained in this presentation, which neither we nor our advisors or representatives are under an obligation to update, revise or affirm.